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prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or
<br />embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly
<br />acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under
<br />United States law to receive such items, including but not limited to, any person or entity on the United States Treasury
<br />Department's list of Specially Designated Nationals or on the United States Commerce Department's Denied Persons List, Entity
<br />List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for
<br />Products exported outside the United States.
<br />9. Warranties
<br />9A. Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the
<br />only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying
<br />on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations
<br />representing the Products that may be provided by Seller or its Affiliates. SELLER AND ITS AFFILIATES HEREBY
<br />EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS,
<br />INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS
<br />FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO
<br />THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS
<br />OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may have against Seller or its
<br />Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other
<br />intellectual property rights (each a "Claim") with respect to any Product and also waives any right to indemnification from Seller
<br />or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of
<br />Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in
<br />this Agreement.
<br />Seller makes no warranties to the Customer and the Customer hereby acknowledges that Seller makes no warranties in regard to
<br />the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and
<br />labelling of the Products which are in force within the Customer's territory.
<br />Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Products are
<br />designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or
<br />navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer agrees to indemnify
<br />Seller in connection with any such use of the Products. Customer further agrees to review and comply with the manufacture's
<br />disclaimers and restrictions regarding the use of the Products in high risk environments.
<br />9B. Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive
<br />remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable
<br />commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b)
<br />refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case,
<br />Customer notifies Seller in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET
<br />FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY, AND
<br />SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER,
<br />REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING
<br />WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A
<br />PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON -INFRINGEMENT)
<br />ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,
<br />INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY
<br />WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES
<br />AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER
<br />AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH
<br />HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF
<br />SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF
<br />OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK
<br />EXPRESSLY AMENDING SELLER'S WARRANTY.
<br />9C. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss,
<br />damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on
<br />disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. SELLER, ITS
<br />AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND
<br />SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR
<br />CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR
<br />CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.
<br />9D. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery
<br />or in performance which result from any circumstances beyond Seller's reasonable control, including, but not limited to, Product
<br />unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war,
<br />terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided
<br />by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only.
<br />2019-11-13
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